| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRANSENTERIX INC. [ TRXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/04/2019 | M | 113,778 | A | $0.00 | 304,229 | D | |||
| Common Stock | 02/04/2019 | F(1) | 35,733 | D | $2.57 | 268,496 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $2.47 | 02/06/2019 | A | 526,000 | (2) | 02/06/2029 | Common Stock | 526,000 | $0.00 | 526,000 | D | ||||
| Restricted Stock Units | (3) | 02/06/2019 | A | 350,000 | (4) | (4) | Common Stock | 350,000 | $0.00 | 350,000 | D | ||||
| Restricted Stock Units | (3) | 02/04/2019 | M | 59,334 | (5) | (5) | Common Stock | 59,334 | $0.00 | 118,666 | D | ||||
| Restricted Stock Units | (3) | 02/04/2019 | M | 30,000 | (5) | (5) | Common Stock | 30,000 | $0.00 | 30,000 | D | ||||
| Restricted Stock Units | (3) | 02/04/2019 | M | 24,444 | (5) | (5) | Common Stock | 24,444 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. This transaction represents the payment of a tax liability on the lapse of forfeiture restrictions on a derivative security and acquisition of the underlying shares. |
| 2. Vests 25% on the first anniversary of the date of grant and 1/48th of the entire award monthly on the vesting date anniversary for 36 months, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company. |
| 3. Each restricted stock unit represents the right to receive one share of the Registrant's common stock. |
| 4. Forfeiture restrictions will lapse on the restricted stock units in three substantially equal annual installments of 116,667, 116,667, and 116,666 on February 4, 2020, 2021 and 2022 as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company. |
| 5. Forfeiture restrictions will lapse as to 1/3rd of the restricted stock units on February 4 of each of the first three years following the date of grant, as long as the Reporting Person remains in the employ of the Registrant, subject to acceleration as set forth in the Incentive Plan and the Reporting Person's Employment Agreement with the Company. |
| Remarks: |
| /s/Joshua Weingard, as Attorney-in-Fact for Anthony Fernando | 02/06/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||